SC 13G

NAME OF REPORTING PERSON:

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

  Wadih Machaalani

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Australia

SC 13G 1 d117064dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

BigCommerce Holdings, Inc.

(Name of Issuer)

Series 1 common stock, $0.0001 par value per share

(Title of Class of Securities)

08975P 108

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐	Rule 13d-1(b)

☐	Rule 13d-1(c)

☒	Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 08975P 108		Schedule 13G		Page 2 of 5 Pages

(1)	Based on 69,683,237 shares of common stock outstanding on December 31, 2020.


CUSIP No. 08975P 108		Schedule 13G		Page 3 of 5 Pages

Item 1.

(a)

Name of Issuer:

BigCommerce Holdings, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

11305 Four Points Drive

Building II, Third Floor

Austin, Texas 78726

Item 2.

(a)

Name of Person Filing:

Wadih Machaalani

(b)

Address of Principal Business Office or, if none, Residence:

c/o BigCommerce Holdings, Inc.

11305 Four Points Drive

Building II, Third Floor

Austin, Texas 78726

(c)

Citizenship: Australia

(d)

Title of Class of Securities: Series 1 common stock, $0.0001 par value per share

(e)

CUSIP Number: 08975P 108

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:


(a)	☐	Broker or dealer registered under section 15 of the Act

(b)	☐	Bank as defined in section 3(a)(6) of the Act

(c)	☐	Insurance company as defined in section 3(a)(19) of the Act

(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940

(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1(ii)(E)

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F)

(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G)

(h)	☐	A savings association as defined in section 3(b) of the Federal Deposit Insurance Act

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940

(j)	☐	Group, in accordance with §240.13d-1(b)-1(ii)(J)

Not applicable.

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount Beneficially Owned: 4,959,675 shares

(b)

Percent of Class: 7.1% (1)

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 4,959,675 shares


CUSIP No. 08975P 108		Schedule 13G		Page 4 of 5 Pages

(ii)

Shared power to vote or to direct the vote: 0 shares

(iii)

Sole power to dispose or to direct the disposition of: 4,959,675 shares

(iv)

Shared power to dispose or to direct the disposition of: 0 shares

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

Not applicable.


CUSIP No. 08975P 108		Schedule 13G		Page 5 of 5 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 10, 2021


By:		/s/ Wadih Machaalani
		Wadih Machaalani

SEC Form SC 13G filed